USBC Inc.
10/08/2025 | Press release | Distributed by Public on 10/08/2025 14:39
Management Change/Compensation (Form 8-K)
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Option Repricing
On October 7, 2025, in accordance with the terms of the Amended and Restated USBC, Inc. 2021 Equity Incentive Plan (the "Amended and Restated 2021 Plan"), the Board of Directors of USBC, Inc. (the "Company") approved a repricing of outstanding stock options granted on August 6, 2025 totaling 48,620,000 shares under the Amended and Restated 2021 Plan, including stock options held by certain of the Company's named executive officers and directors. The exercise price of each Repriced Option was reduced from $2.45 to $1.10 per share, the closing price of the Company's common stock, par value $0.001 per share on October 7, 2025. The Board approved the Option Repricing in order to motivate and retain optionees to devote their best efforts to develop and advance the Company for the benefit of the Company and its stockholders.
The following options held by certain of the Company's named executive officers and directors were repriced as part of the Option Repricing:
| Name | Title | Number of Option Shares | ||
| Kitty Payne | Chief Financial Officer | 1,790,000 | ||
| Kirk Chapman | Chief Operating Officer | 7,140,000 | ||
| Linda Jenkinson | Director, Vice Chair | 4,760,000 |
Issuance of Equity Grants
On October 7, 2025, the Board of Directors of the Company approved the grant of ten year stock options under the Amended and Restated 2021 Plan totaling 55,030,000 shares at $1.10 per share. The options will vest 25% of the shares between the three month and the one year anniversary of the grant dates and in quarterly installments thereafter over the next three years, subject to the individual's continued service with the Company.
The options were issued pursuant to the Company's Form of Incentive Stock Option Grant Agreement and Form of Nonqualified Stock Option Grant Agreement, as applicable, forms of which were previously filed as Exhibits 10.6 and 10.7, respectively, to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2025.
The following options were issued to certain of the Company's named executive officers and directors as follows:
| Name | Title | Number of Option Shares | ||
| Kitty Payne | Chief Financial Officer | 1,960,000 | ||
| Kirk Chapman | Chief Operating Officer | 7,860,000 | ||
| Linda Jenkinson | Director, Vice Chair | 5,240,000 |
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